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REALNETWORKS, INC.
AGREEMENT TO TERMINATE SHAREHOLDERS' BUY-SELL AGREEMENT
THIS AGREEMENT TO TERMINATE SHAREHOLDERS' BUY-SELL AGREEMENT (the
"Termination Agreement") is entered into as of October ___, 1997, by and among
RealNetworks, Inc., a Washington corporation formerly known as Progressive
Networks, Inc. (the "Company"), Robert Glaser (the "Founder"), and the holders
of shares of common stock (the "Shares") of the Company who have agreed in
writing to be bound by the Shareholders' Buy-Sell Agreement dated as of March
31, 1995 (the Founder and the holders of the Shares are collectively referred to
herein as the "Shareholders").
RECITALS
A. The Company, the Founder and the holders of the Shares have entered
into a Shareholders' Buy-Sell Agreement dated as of March 31, 1995 (the
"Buy-Sell Agreement"), which Buy-Sell Agreement restricts the free
transferability of the Shares.
B. The Company has filed a Registration Statement on Form S-1 with the
Securities and Exchange Commission.
C. The Buy Sell Agreement may be terminated upon the written agreement
of the Company and the Shareholders holding two-thirds (2/3) of the outstanding
Shares of Capital Stock (as defined in Section 3.3.4 of the Buy-Sell Agreement).
D. The Company and the Shareholders holding at least two-thirds (2/3) of
the outstanding Shares of Capital Stock desire to terminate the Agreement
immediately prior to the Registration Statement being declared effective by the
SEC.
AGREEMENT
1. TERMINATION OF BUY-SELL AGREEMENT. Effective immediately prior to the
effectiveness of a firm commitment underwritten public offering pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
covering the offer and sale of the Company's capital stock for the account of
the Company to the public with aggregate proceeds to the Company of not less
than $20,000,000 (prior to deduction of underwriter commissions and offering
expenses), the Buy-Sell Agreement shall be terminated in its entirety.
2. NOTICE. Within fifteen (15) days after the termination of the
Buy-Sell Agreement, the Company shall give written notice of such termination to
each of the Shareholders by delivering such notice in person, or by depositing
such notice in the United States mail, first
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class, postage prepaid, addressed to each Shareholder at the last address
provided to the Company by each such Shareholder.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first written above.
COMPANY:
REALNETWORKS, INC.
By________________________________________
Its_______________________________________
FOUNDER:
__________________________________________
Robert Glaser